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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
BNC MORTGAGE, INC.
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(Name of the Issuer)
KELLY W. MONAHAN
PETER R. EVANS
AL LAPENA
GARY VANDER-HAEGHEN
MARLES M. CROW
JAMIE LANGFORD
BNC MORTGAGE, INC.
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MORTGAGE INVESTCO LLC
LEHMAN COMMERCIAL PAPER INC.
LEHMAN BROTHERS HOLDINGS INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
05561Y10
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(CUSIP Number of Class of Securities)
KAREN C. MANSON, ESQ.
VICE PRESIDENT AND ASSISTANT SECRETARY
MORTGAGE INVESTCO LLC
3 WORLD FINANCIAL CENTER, 24TH FLOOR
NEW YORK, NY 10285
(212) 526 1911
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
- with copies to -
W. MICHAEL BOND, ESQ. DAVID H. SANDS, ESQ.
WEIL, GOTSHAL & MANGES LLP TROOP, STEUBER, PASICH, REDDICK & TOBEY, LLP
1615 L STREET, N.W., SUITE 700 2029 CENTURY PARK EAST, 24TH FLOOR
WASHINGTON, DC 20036 LOS ANGELES, CA 90067
(202) 682-7000 (310) 728-3000
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Valuation: $52,564,566* Amount of Filing Fee: $10,513
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* For purposes of calculating the filing fee only. The Transaction Valuation was
determined based upon the sum of (a) the product of 5,151,194 shares of BNC
Mortgage, Inc. common stock outstanding and the merger consideration of $10.00
per share in cash, and (b) the product of 619,058 shares of BNC Mortgage, Inc.
common stock subject to outstanding options to purchase BNC Mortgage, Inc.
common stock and the difference between $10.00 per share and the exercise price
per share of each of such options. In accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, the filing fee was determined by
multiplying the Transaction Valuation by 1/50 of one percent.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $10,513 Filing Party: BNC Mortgage, Inc.
Form or Registration No.: Preliminary Schedule 14A Date Filed: April 5, 2000
<PAGE>
This Amendment No. 3 amends and supplements the Schedule 13E-3 filed
jointly on April 5, 2000 and amended by Amendments No. 1 and No. 2 thereto, by
Kelly W. Monahan, Peter R. Evans, Al Lapena, Gary Vander-Haeghen, Marles Crow,
Jamie Langford (such individuals, collectively, the "Management Investors"),
BNCM Acquisition Co. ("BNCM Acquisition"), BNC Mortgage, Inc. ("BNC Mortgage"),
Mortgage Investco LLC ("Mortgage Investco"), Lehman Commercial Paper Inc.
("Lehman Commercial Paper") and Lehman Brothers Holdings Inc. ("Holdings," and
together with the Management Investors, BNC Mortgage, Mortgage Investco and
Lehman Commercial Paper, the "Filing Persons"), with respect to the merger of
BNCM Acquisition with and into BNC Mortgage (the "Merger').
ITEM 15. ADDITIONAL INFORMATION.
At the special meeting of stockholders of BNC Mortgage, Inc. held on
July 21, 2000, the holders of 3,361,152 shares of Common Stock of BNC Mortgage,
representing 65.25% of BNC Mortgage's outstanding shares, approved the Merger
Agreement and the Merger. None of the stockholders of BNC Mortgage perfected
dissenter's appraisal rights under Section 262 of the Delaware General
Corporation Law.
On July 26, 2000, the Merger became effective upon the filing with the
Secretary of State of Delaware of a Certificate of Merger. As a result of the
Merger, each share of Common Stock of BNC Mortgage issued and outstanding
immediately prior to the Merger (other than shares held by BNC Mortgage as
treasury stock or by BNCM Acquisition, which were automatically cancelled and
retired) was converted into the right to receive $10.00 net in cash, without any
interest thereon and less any required withholding taxes, and each share of
common and preferred stock of BNCM Acquisition outstanding immediately prior to
the Merger was converted into and became one share of common stock and one share
of preferred stock (with the same rights, limitations and preferences),
respectively, of the was surviving corporation in the Merger.
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<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 26, 2000
/s/ Kelly W. Monahan
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Kelly W. Monahan
/s/ Peter R. Evans
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Peter R. Evans
/s/ Al Lapena
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Al Lapena
/s/ Gary Vander-Haeghen
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Gary Vander-Haeghen
/s/ Marles M. Crow
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Marles M. Crow
/s/ Jamie Langford
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Jamie Langford
BNC MORTGAGE, INC.
By: /s/ Kelly W. Monahan
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Name: Kelly W. Monahan
Title: President
MORTGAGE INVESTCO LLC
By: /s/ Karen C. Manson
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Name: Karen C. Manson
Title: Vice President and Assistant Secretary
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<PAGE>
LEHMAN COMMERCIAL PAPER INC.
By: /s/ Karen C. Manson
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Name: Karen C. Manson
Title: Authorized Signatory
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
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Name: Karen C. Manson
Title: Vice President
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